Form 6-k

Report of Foreign Private Issuer
Pursuant to Rules 13a-16 or 15d-16
Under the Securities Exchange Act of 1934

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 04, 2006

Cumberland Resources Ltd.

By: /s/ Kerry M. Curtis_

Name: Kerry M. Curtis

Title: President & CEO

EX-1 3 exhibit1.htm News Release 06-10

NEWS RELEASE

[exhibit1004.jpg]

TSX: CLG; AMEX: CLG

Suite 950 – 505 Burrard Street, Box 72, One Bentall Centre, Vancouver, B.C. Canada V7X 1M4

Tel: 604.608.2557 Fax: 604.608.2559 www.cumberlandresources.com

News Release 06-10

May 4, 2006

Cumberland Reports First Quarter 2006 Financial Results and Summary of Activities

CUMBERLAND RESOURCES LTD. (TSX: CLG; AMEX: CLG) is pleased to report unaudited financial results and summary of activities for the three months ended March 31, 2006.

HIGHLIGHTS

Commenced 2006 drill program and reported initial Cannu resource

Arranged project financing commitment estimated at $250 million

Reached Inuit Impact and Benefits Agreement with the Kivalliq Inuit Association as a requirement of development

Submitting further information to the Nunavut Impact Review Board for final environmental permitting

Ended first quarter with $27.6 million in cash

Closed $5 million flow-through private placement (April 2006)

Advancing Meadowbank Towards Mid-Tier Gold Production

The Meadowbank project is host to Canada’s largest pure gold open pit reserves with gold reserves estimated at 2.9 million ounces¹. The 2006 exploration program is focused on increasing gold resources and reserves, and three drills are currently operating. Cumberland is advancing the Meadowbank project towards open pit production of 330,000 ounces of gold per year over an 8.1 year mine life with an estimated total cash cost of US$201 per ounce based on a bankable feasibility study² completed in December 2005. Final public hearings were held in late March 2006 as part of the Nunavut Impact Review Board’s (NIRB’s) environmental review and additional information was requested in April. The Company will make a production decision following NIRB’s recommendation. Depending on receipt of permits and licenses, operations from three, shallow open pits could commence in late 2008 or e arly 2009.

Meadowbank Gold Project Production Profile² (Dec. 2005)

[Assuming US$400/oz. gold (Cdn$533/oz gold) and US$0.75 per Cdn$1.00]

Open Pit Mineral Reserve (Proven & Probable)	2,890,000 ounces¹
Metallurgical Recovery	93.2%
Mine Throughput	2.73 Mtpa
Mine Life	8.1 years
Average Annual Production Rate Years 1 to 4 Life of Mine	400,000 ounces 330,000 ounces
Total Cash Cost per Oz. Years 1 to 4 Life of Mine	US$175 US$201
Pre-production Capital Costs	US$235 million Cdn$313 million

Meadowbank Gold Project

Impact of Varying Gold Price and Exchange Rate on Economics²(Pre-tax, Cdn$)

Spot Cdn$ Gold Price	IRR (%)	NPV @ 0% (Cdn$millions)	NPV @ 5% (Cdn$millions)	Fuel Price
*$533	17.6	323.6	171.0	Base Case
$600	22.8	443.5	254.9	Dec. 2005
$675	31.2	644.5	397.3	Dec. 2005
$750	39.1	845.3	539.6	Dec. 2005

* On an after-tax basis, IRR is estimated at 12.8, NPV @ 0% is estimated at Cdn$206.9 million and payback is estimated at 3.8 years.

SUMMARY OF RECENT ACTIVITIES

2006 Exploration Program

On April 13, 2006, the Company announced that it commenced its $3.9 million exploration program and an initial inferred mineral resource had been completed at the recently discovered Cannu zone at the Meadowbank project.

The two phased 2006 exploration program, including approximately 9,000 metres of diamond drilling, is focused on increasing gold resources and reserves at the Cannu zone and other targets along the 25 kilometre Meadowbank gold trend.

The 2006 exploration program at Cannu, a high grade, near surface zone of mineralization located just north of the proposed Portage open pit, will include both infill and step-out drilling to define the extent of the mineralization and enable a reserve estimate. Additional drilling at Meadowbank in 2006 will focus on previously-defined mineralization south of the Goose Island deposit and drill testing of the Ukalik prospect north of the Vault deposit.

An initial resource estimate for the Cannu zone has been prepared by SRK Consulting (UK) Limited (“SRK”). The estimate is based on 64 intersections in 34 drill holes (including four pre-2005 holes) and, as with previously released Meadowbank resource estimates, utilizes three dimensional block models interpolated using inverse distance methods. On this basis, SRK has derived the following Cannu inferred mineral resource estimate:

Cannu Zone Mineral Resource (April 2005)³

Category	Tonnes	Au Grade (g/t)	Contained Ounces
Inferred	440,000	6.0	85,000

The Cannu zone gold mineralization represents a potential 350 metre northern extension to the reserves defined in the proposed Portage open pit. Current Meadowbank reserves as estimated by SRK in December 2005 are:

Meadowbank Gold Project

Open Pit Mineral Reserve (Proven & Probable) (Fourth Quarter 2005)¹

Open Pit	Category	Ore (t)	Grade (g/t)	Ounces
Portage	Proven	3,020,000	4.8	470,000
	Probable	7,990,000	4.4	1,120,000
	Proven & Probable	11,010,000	4.5	1,590,000
Vault	Proven	-	-	-
	Probable	8,010,000	3.4	870,000
	Proven & Probable	8,010,000	3.4	870,000
Goose	Proven	-	-	-
	Probable	2,310,000	5.7	420,000
	Proven & Probable	2,310,000	5.7	420,000
Total	Proven	3,020,000	4.8	470,000
	Probable	18,300,000	4.1	2,420,000
	Proven & Probable	21,320,000	4.2	2,890,000

Note: 95% mining recovery and contact dilution applied.

Financing Activities

In March 2006, Cumberland arranged a gold loan facility for up to 420,000 ounces of gold from Barclays Capital, Bayerische Hypo-und Vereinsbank and Société Générale. Such facility is subject to the satisfaction of certain conditions including, among other things, Cumberland securing all requisite regulatory permits and licences and completion of final loan documentation. At a Cdn$600 per ounce spot gold price, the monetized value of the gold loan would be approximately Cdn$250 million. The proceeds from this gold loan facility would be applied to partially finance the development and construction activities at the Meadowbank project.

On April 12, 2006, the Company announced that it closed a non-brokered private placement of 833,333 flow-through common shares at a price of $6.00 per share for aggregate gross proceeds of $5,000,000. The gross proceeds from the private placement of flow-through shares will be used for continued exploration of the Meadowbank project and on other eligible properties.

Inuit Impact and Benefits Agreement

In February 2006, Cumberland and the Kivalliq Inuit Association reached an agreement with respect to the Inuit Impact and Benefit Agreement (“IIBA”). The IIBA is required for the development of the Meadowbank project and will ensure that local employment, training and business opportunities arising from all phases of development, operation and closure of the Meadowbank project are accessible to the Kivalliq Inuit.

Permitting and Development Schedule

During the week of March 27, 2006, Cumberland participated in the final hearings for the NIRB’s review of the Company’s Final Environmental Impact Statement and on April 25, 2006, the Company announced that the NIRB had requested further information from the Company with respect to three aspects of the project. In its request to the Company, NIRB specifically stated, “On timing, the [NIRB] Board does not want to see a long delay.” NIRB also commented, “at this point NIRB believes [its request] can be cured by collection and presentation of more information and data.” Cumberland will respond to the NIRB’s information request during the next four weeks. After completing its review, the NIRB will submit its recommendation and report to the Federal Minister of Indian and Northern Affairs for final approval of the project certificate. Due to the additional time required to respond to the NIRB and the constraints of seasonal shipping, the Company’s planned construction activities for 2006 could be delayed. Depending on receipt of permits and licenses, operations from three, shallow open pits could commence in late 2008 or early 2009.

FINANCIAL HIGHLIGHTS

At March 31, 2006 the Company had cash and cash equivalents of $27.6 million as compared to $27.9 million at December 31, 2005.

The Company incurred a net loss of $1.0 million ($0.02 per share) in the first quarter of 2006 compared to $0.5 million ($0.01 per share) in the first quarter of 2005. This increase in net loss is primarily due to increased expenses for Meadowbank exploration and development and project financing costs, and a reduction in the gain on sale of investments in public companies. These factors were partially offset by an increase in the annual option payments received from the operator of the Meliadine West joint venture.

The largest component of the Company’s net loss relates to exploration and development costs at the Meadowbank project. In the first quarter of 2006 the Company incurred exploration and development costs at Meadowbank of $1.6 million compared to $1.1 million in the first quarter of 2005. This increase primarily relates to environmental and permitting costs associated with the NIRB final hearings and increased costs for mine development public relations.

The Company had no operating revenues in the first quarter of 2006 or 2005, as it had not commenced mining operations.

This summary of financial highlights should be read in conjunction with the Company’s first quarter 2006 unaudited financial statements and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are available on www.sedar.com.

Cumberland is a well financed mineral development and exploration company. The Company has completed a bankable feasibility study on the Meadowbank gold project (100% interest) in Nunavut and is advancing the project towards production. The Company also holds a 22% carried to production interest in the Meliadine West gold project and a 50% interest in the Meliadine East gold project, both located in Nunavut. The shares of Cumberland are traded on the Toronto Stock Exchange and the American Stock Exchange under the symbol CLG.

CUMBERLAND RESOURCES LTD.

”Kerry M. Curtis, B.Sc., P.Geo.”
President and CEO

For further information contact: Kerry Curtis, President and CEO or Joyce Musial, Manager, Investor Relations

¹Meadowbank Gold Reserves (Fourth Quarter 2005) - The open pit mineral reserves have been prepared in accordance with NI 43-101. Dr. Mike Armitage, Managing Director of SRK Consulting (UK) Limited is the independent Qualified Person responsible for preparation of stated reserves.

²Meadowbank Feasibility Study Due Diligence (December 2005) – As a requirement of bank financing, bank-appointed independent engineers SRK Consulting (UK) (“SRK”) completed a due diligence audit of the Meadowbank feasibility study completed in early 2005 by AMEC Americas Ltd. (“AMEC”). The results from the feasibility study by AMEC are summarized in a Technical Report, dated March 31, 2005, prepared by AMEC in accordance with the Standards of Disclosure for Mineral Projects as defined by National Instrument 43-101. Construction scheduling and capital cost estimation has been prepared by Merit International Consultants Inc. (“Merit”). Metallurgical and process test work was completed by SGS Lakefield Research Ltd. Process design was completed by International Metallurgical and Environmental Inc. and AMEC. Supporting geotechnical engineering, hydrogeologica l and geochemical studies were completed by Golder Associates Ltd. (“Golder”). Both the SRK and AMEC assumptions include a long term gold price of US$400/oz. and an exchange rate of US$0.75 per Cdn$1.00.

³Cannu Resource (April 2006) - The inferred mineral resource estimate was prepared in conformance with the requirements set out in NI 43-101 under the direction of Dr. Mike Armitage, Managing Director of SRK Consulting (UK) Limited, who is an independent Qualified Person as defined by NI 43-101.

Forward Looking Statements and Risks - This news release contains “forward-looking statements”, including, but not limited to, statements regarding our expectations as to the market price of gold, strategic plans, future commercial production, production targets and timetables, mine operating costs, capital expenditures, work programs, exploration budgets and mineral reserve and resource estimates. Forward-looking statements express, as at the date of this report, our plans, estimates, forecasts, projections, expectations or beliefs as to future events or results. We caution that forward-looking statements involve a number of risks and uncertainties, and there can be no assurance that such statements will prove to be accurate. Therefore, actual results and future events could differ materially from those anticipated in such statements. Factors that could cause results or events to differ materially from current expecta tions expressed or implied by the forward-looking statements include, but are not limited to, factors associated with fluctuations in the market price of precious metals, mining industry risks and hazards, environmental risks and hazards, uncertainty as to calculation of mineral reserves and resources, requirement of additional financing, risks of delays in construction and other risks more fully described in our AIF filed with the Securities Commissions of the Provinces of British Columbia, Alberta, Ontario, Quebec and Nova Scotia and the Toronto Stock Exchange and in our 40-F filed with the United States Securities and Exchange Commission (the “SEC”).

Cautionary Note to U.S. Investors - The SEC permits U.S. mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this news release such as “measured”, “indicated” and “inferred” “resources” that the SEC guidelines strictly prohibit U.S. registered companies from including in their filings with the SEC. U.S. investors are urged to consider closely the disclosure in our Form 40-F, which is available from us at Suite 950 – 505 Burrard Street, Vancouver, B.C. V7X 1M4. You can also obtain this form from the SEC’s website at: http://sec.gov/edgar.shtml.

Cautionary Note to U.S. Investors concerning estimates of Inferred Resources – This news release uses the term “inferred resources”. We advise U.S. investors that while this term is recognized and required by Canadian regulations, the SEC does not recognize it. “Inferred resources” have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable.

Cautionary Note to U.S. Investors concerning estimates of Proven and Probable Reserves - The estimates of mineral reserves described in this News Release have been prepared in accordance with Canadian National Instrument 43-101. The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Guide 7. Accordingly, the Company’s disclosure of mineral reserves in this news release may not be comparable to information from U.S. companies subject to the SEC’s reporting and disclosure requirements.

EX-2 4 exhibit2.htm Interim Consolidated Financial Statements

Interim Consolidated Financial Statements

Cumberland Resources Ltd.

March 31, 2006

Cumberland Resources Ltd.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Canadian dollars)

	March 31 2006	December 31 2005
	$	$

ASSETS
Current
Cash and cash equivalents [note 3]	27,645,356	16,493,481
Short term investments	—	11,419,988
Accounts receivable	128,029	450,897
Prepaid expenses	877,599	411,005
Total current assets	28,650,984	28,775,371

Mineral property interests	8,289,214	8,289,214
Capital assets, net [note 4]	5,876,918	5,777,706
Reclamation deposit [note 11[b]]	630,000	630,000
Investment in public company [note 2]	355,150	—
	43,802,266	43,472,291


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	1,514,112	1,122,700
Current portion of capital leases	107,182	197,088
Total current liabilities	1,621,294	1,319,788

Accrued site closure costs [note 5]	485,842	475,603
Commitments and contingencies [note 11]

Shareholders’ equity
Share capital [note 7[a]]	113,283,864	112,565,733
Contributed surplus [note 7[d]]	4,523,465	4,535,091
Accumulated other comprehensive income [note 7[e]]	355,150	—
Deficit	(76,467,349)	(75,423,924)
Total shareholders’ equity	41,695,130	41,676,900
	43,802,266	43,472,291

See accompanying notes to consolidated financial statements

Cumberland Resources Ltd.

CONSOLIDATED STATEMENTS OF LOSS AND DEFICIT

(Unaudited)

(Canadian dollars)

For the three months ended March 31,

	2006	2005
	$	$

REVENUE
Option receipts [note 9]	1,500,000	500,000
Interest revenue	223,801	216,810
Gain on sale of investment in public company [note 10]	—	643,649
	1,723,801	1,360,459

EXPENSES
Exploration and development costs [note 6]	1,609,739	1,103,617
Employee compensation	212,083	171,265
Stock-based compensation [note 7[b]]	33,062	92,287
Public and investor relations	129,177	71,474
Office and miscellaneous	145,282	104,320
Legal, audit and accounting	81,076	51,985
Other fees and taxes	87,988	60,513
Project financing [note 8]	361,139	—
Insurance	79,874	119,107
Depreciation and amortization	12,478	13,460
Accrued site closure costs – accretion expense	10,239	9,568
Interest expense on capital leases	5,089	15,352
	2,767,226	1,812,948
Net loss for the period	1,043,425	452,489

Deficit, beginning of period	75,423,924	65,731,887
Deficit, end of period	76,467,349	66,184,376

Basic and diluted loss per share	$0.02	$0.01

Weighted average number of shares outstanding	55,252,194	54,973,941

CONSOLIDATED STATEMENT OF COMPREHENSIVE LOSS

(Unaudited)

(Canadian dollars)

	$

Net loss for the three months ended March 31, 2006	1,043,425

Other comprehensive income:
Unrealized gains on available-for-sale investment [note 7[e]]	125,347

Comprehensive loss for the three months ended March 31, 2006		918,078

See accompanying notes to consolidated financial statements

Cumberland Resources Ltd.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Canadian dollars)

For the three months ended March 31,

	2006	2005
	$	$

OPERATING ACTIVITES
Net loss for the period	(1,043,425)	(452,489)
Add (deduct) items not affecting cash:
Depreciation and amortization	12,478	13,460
Accrued site closure costs – accretion expense	10,239	9,568
Exploration related amortization	27,338	29,831
Gain on sale of investment in public company	-	(643,649)
Stock-based compensation	33,062	92,287
Project financing costs [note 7[c]]	271,343	-
Net changes in non-cash working capital items:
Accounts receivable	322,868	236,445
Prepaid expenses	(466,594)	(535,849)
Accounts payable and accrued liabilities	391,412	131,334
Cash used in operating activities	(441,279)	(1,119,062)

FINANCING ACTIVITIES
Issuance of common shares	402,100	-
Repayment of capital lease obligation	(89,906)	(85,892)
Cash provided by (used in) financing activities	312,194	(85,892)

INVESTING ACTIVITIES
Purchase of capital assets	(139,028)	(14,100)
Short term investments	11,419,988	1,067,465
Proceeds on sale of investment in public companies	-	694,949
Cash provided by investing activities	11,280,960	1,748,314

Increase in cash and cash equivalents during the period	11,151,875	543,360
Cash and cash equivalents, beginning of period	16,493,481	10,063,509
Cash and cash equivalents, end of period	27,645,356	10,606,869

Supplemental information:
Interest paid	5,089	15,352

See accompanying notes to consolidated financial statements

Cumberland Resources Ltd.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2006

1. BASIS OF PRESENTATION

The accompanying interim consolidated financial statements of Cumberland Resources Ltd. (the “Company”) have been prepared in accordance with Canadian generally accepted accounting principles for interim financial statements and accordingly do not include all disclosures required for annual financial statements.

Except for the changes in accounting policies described in Note 2, these interim consolidated financial statements follow the same significant accounting policies and methods of application as the Company’s annual consolidated financial statements for the year ended December 31, 2005 (the “Annual Financial Statements”). The interim consolidated financial statements should be read in conjunction with the Annual Financial Statements.

In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for these interim periods are not necessarily indicative of the result that may be expected for the full fiscal year ending December 31, 2006. The majority of exploration costs are incurred in the second and third quarters of the fiscal year due to the seasonal weather conditions in Nunavut Territory. Option receipts are received from the operator of the Meliadine West joint venture in the first quarter.

2. CHANGES IN ACCOUNTING POLICIES

Effective January 1, 2006 the Company has adopted three new accounting standards related to financial instruments that were issued by the Canadian Institute of Chartered Accountants in 2005. These accounting policy changes were adopted on a prospective basis with no restatement of prior period financial statements. The new standards and accounting policy changes are as follows:

Financial Instruments – Recognition and Measurement (Section 3855)

In accordance with this new standard the Company now classifies all financial instruments as either held-to-maturity, available-for-sale, held for trading or loans and receivables. Financial assets held to maturity, loans and receivables and financial liabilities other than those held for trading, are measured at amortized cost. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income. Instruments classified as held for trading are measured at fair value with unrealized gains and losses recognized on the statement of loss.

The Company has classified its investment in a public company as available-for-sale and therefore carries it at fair market value, with the unrealized gain or loss recorded in shareholders’ equity as a component of other comprehensive income. These amounts will be reclassified from shareholders’ equity to net income when the investment is sold. Previously, investments in public companies were carried at cost, less provisions for other than temporary declines in value. This change in accounting policy resulted in a $229,803 increase in the carrying value of investments in public companies as at January 1, 2006, representing the cumulative unrealized gain at that time (see Note 7(e)).

Cumberland Resources Ltd.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2006

2. CHANGES IN ACCOUNTING POLICIES (continued)

Comprehensive Income (Section 1530)

Comprehensive income is the change in shareholders’ equity during a period from transactions and other events and circumstances from non-owner sources. In accordance with this new standard, the Company now reports a consolidated statement of comprehensive income and a new category, accumulated other comprehensive income, has been added to the shareholders’ equity section of the consolidated balance sheet. The components of this new category will include unrealized gains and losses on financial assets classified as available-for-sale. The components of accumulated other comprehensive income for the three months ended March 31, 2006 are disclosed in Note 7(e).

Hedges (Section 3865)

This new standard specifies the criteria under which hedge accounting can be applied and how hedge accounting can be executed. The Company does not currently engage in any hedging activity and, as a result, the adoption of this new accounting policy did not have any impact on the Company’s consolidated financial statements.

3. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and highly liquid Canadian dollar denominated investments in banker's acceptances, with terms to maturity of 90 days or less when acquired. The counter-parties are financial institutions. At March 31, 2006, these instruments were yielding a weighted average interest rate of 3.5% per annum (at December 31, 2005 – 3.0% per annum).

The cash equivalents are classified as held-to-maturity investments and are carried at amortized cost. The fair market value of the cash equivalents approximates the carrying value at March 31, 2006.

4. CAPITAL ASSETS

Capital assets are comprised as follows:

	Cost	Accumulated amortization	Net book value Mar 31, 2006	Net book value Dec 31, 2005
	$	$	$	$

Exploration equipment	1,408,823	1,010,641	398,182	425,519
Computer equipment	260,456	203,779	56,677	68,611
Office equipment	137,761	115,994	21,767	1,757
Construction in progress	5,400,292	—	5,400,292	5,281,819
	7,207,332	1,330,414	5,876,918	5,777,706

Cumberland Resources Ltd.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2006

5. ACCRUED SITE CLOSURE COSTS

Accrued site closure costs relate to the Company’s legal obligation to remove exploration equipment and other assets from its mineral property sites in Nunavut and to perform other site reclamation work. Although the ultimate amount of future site restoration costs to be incurred for existing exploration interests is uncertain, the Company has estimated the fair value of this liability to be $485,846 at March 31, 2006 (December 31, 2005 - $475,603) based on the expected payments of $1,168,526 to be made primarily in 2017, discounted at interest rates of 8.5% or 10.0% per annum.

The liability for accrued site closure costs is comprised as follows:

	$

Accrued site closure costs, December 31, 2005	475,603
Accrued site closure costs – accretion expense	10,239
Accrued site closure costs, March 31, 2006	485,842

6. EXPLORATION AND DEVELOPMENT COSTS

The following is a summary of exploration and development costs incurred by the Company related to its mineral property interests for the three month periods ended March 31:

	2006	2005
	$	$

Meadowbank (100% interest):
Drilling	15,825	-
Transportation and freight	185,603	96,057
Contracts and personnel	171,814	147,883
Supplies and equipment	93,784	87,793
Other exploration costs	99,682	76,029
Environmental and permitting costs	559,326	379,426
Public relations – mine development	268,831	-
Engineering and feasibility	186,681	285,260
	1,581,546	1,072,448
Meliadine East (50% interest):
Exploration costs, net of recoveries	7,557	18,379

Other projects	20,636	12,790

Total exploration and development costs	1,609,739	1,103,617

Cumberland Resources Ltd.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2006

7. SHARE CAPITAL

[a]

Common shares

As at March 31, 2006 and December 31, 2005, the Company has an unlimited number of authorized common shares with no par value. Common shares have been issued for the following consideration:

	Number of shares	Value
	#	$

Balance, December 31, 2005	55,144,441	112,565,733
Shares issued upon exercise of options	236,500	718,131
Balance, March 31, 2006	55,380,941	113,283,864

[b]

Stock options

At March 31, 2006 there are options outstanding to issue 3,830,000 shares of the Company [December 31, 2005 – 4,066,500]. The price of these options ranges from $1.40 to $4.85 and their expiry dates range from April 5, 2007 to May 13, 2013. At March 31, 2006, 4,474,394 common shares were reserved for issuance pursuant to the incentive share option plan.

The following table summarizes information about the share options outstanding and exercisable at March 31, 2006:

	Outstanding			Exercisable
Range $	Total # of shares	Weighted average exercise price	Weighted average contract life remaining	Total # of shares	Weighted average exercise price

1.40 – 1.85	1,070,500	1.44	4.07	1,045,500	1.43
2.00 – 2.65	2,392,000	2.18	2.82	2,332,000	2.17
3.56 – 4.85	367,500	4.78	2.64	367,500	4.78
	3,830,000	2.22	3.16	3,745,000	2.22

Cumberland Resources Ltd.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2006

7. SHARE CAPITAL (continued)

Option activity for the three month period ended March 31, 2006 is as follows:

	Shares	Weighted average price
	#	$

Options outstanding, December 31, 2005	4,066,500	2.19
Exercised	236,500	1.70
Options outstanding, March 31, 2006	3,830,000	2.22

No stock options were granted in the three month periods ended March 31, 2006 or March 31, 2005. The Company recognized stock compensation expense of $33,062 for the three month period ended March 31, 2006 (three months ended March 31, 2005 - $92,287) in accordance with the fair value based method of accounting for stock compensation, with the offsetting credit recorded as an increase in contributed surplus.

[c] Warrants

During the three month period ended March 31, 2006 the Company issued an additional 125,000 warrants as consideration for pre-arranging advisory services provided by SG Corporate & Investment Banking (“SG CIB”) in connection with the debt financing for the Meadowbank project (see Note 8). The warrants issued to SG CIB had a fair value of $271,343 at the date of grant and this amount has been expensed as project financing costs on the Company’s consolidated statement of loss and deficit. This fair value was estimated using a Black-Scholes Option Pricing Model with the following assumptions: risk-free interest rate of 4.12%; no dividends; volatility factor of the expected market price of the Company’s common shares of 59%; and an expected life of the warrants of 4 years

The following warrants are outstanding and exercisable at March 31, 2006:

Issue Date:	Common shares to be issued upon exercise of warrants	Exercise Price	Expiry Date

December 22, 2005	125,000	$2.48	December 22, 2009
March 31, 2006	125,000	$5.22	April 3, 2010

Cumberland Resources Ltd.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2006

7. SHARE CAPITAL (continued)

[d] Contributed surplus

Contributed surplus is comprised as follows:

	$

Balance, December 31, 2005	4,535,091
Stock-based compensation expense (note 7(b))	33,062
Fair value of warrants issued (note 7(c))	271,343
Transfer to share capital for exercise of stock options	(316,031)
Balance, March 31, 2006	4,523,465

[e] Accumulated other comprehensive income

Accumulated other comprehensive income is comprised as follows:

	$

Balance, December 31, 2005	-
Adjustment for cumulative unrealized gains on available-for-sale investment at January 1, 2006 (see note 2)	229,803
Unrealized gains on available-for-sale investment	125,347
Balance, March 31, 2006	355,150

8. PROJECT FINANCING

In March 2006, a wholly-owned subsidiary of the Company secured a commitment from a group of banks to arrange and underwrite a seven-year limited recourse gold loan facility for up to 420,000 ounces. The bank commitment and the Company’s ability to draw down under the facility are subject to certain conditions, including, among other things, the Company securing all requisite regulatory permits and licences and the completion of final loan documentation.

During the three month period ended March 31, 2006 the Company incurred project financing costs of $361,139 in connection with the debt financing for the Meadowbank project. These costs relate to pre-arranging advisory services performed by SG Corporate & Investment Banking (“SG CIB”), and include a non-cash cost of $271,343 for the fair value of warrants (see Note 7(c)) that were earned by SG CIB upon the receipt of the bank commitment described above.

Cumberland Resources Ltd.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2006

9. OPTION RECEIPTS

In order to maintain its entire interest in the Meliadine West joint venture, the operator of the joint venture must make annual option payments to the Company on January 1st of each year prior to commercial production. In January 2006, the Company received the scheduled option payment of $1,500,000 (2005 - $500,000). Beginning in 2007, and for each year thereafter until commercial production is achieved, the $1,500,000 annual option payment is adjusted for the change in the Consumer Price Index.

10. GAIN ON SALE OF INVESTMENT IN PUBLIC COMPANY

During the three month period ended March 31, 2005 the Company sold 855,000 shares of Eurozinc Mining Corporation (“Eurozinc”) for net proceeds of $694,949, resulting in a gain of $643,649. The Company’s remaining shares in Eurozinc were sold during 2005.

11. COMMITMENTS AND CONTINGENCIES

The Company has a contingent loan balance which totals $17,912,558 as at March 31, 2006 [December 31, 2005 - $17,216,767]. This loan will be repaid only if commercial production at Meliadine West is achieved and will be paid only out of production cash flow (as defined in the joint venture agreement).

The Company has a $630,000 deposit at a financial institution that is serving as collateral for letters of credit that have been pledged in favour of the Kivalliq Inuit Association. The deposit is bearing interest at market rates. The deposit will be returned when the Company has satisfied its legal obligations with respect to site reclamation at the Meadowbank mineral property in Nunavut (see Note 5).

The Company has committed to use certain third party mobile equipment between 2006 and 2007. Whereas the ultimate commitment amount will depend on usage, the maximum commitment amount is approximately $3.7 million.

The Company has employment agreements in place with various key employees which establish compensatory terms, including annual salary, employee benefit entitlements and termination benefits. Five of these agreements also provide for the payment of specific bonus amounts should certain financial and operating milestones with respect to the Meadowbank Project be attained in the future. As of March 31, 2006, the estimated contingent payment with respect to such bonuses is approximately $1.8 million, none of which has been accrued.

Cumberland Resources Ltd.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Canadian dollars)

March 31, 2006

11. COMMITMENTS AND CONTINGENCIES (continued)

The Company is committed to future minimum annual rent payments under operating lease agreements as follows:

	$

2006 (remainder)	151,417
2007	159,000

12. SUBSEQUENT EVENT

On April 12, 2006, the Company closed a non-brokered private placement of 833,333 flow-through common shares at a price of $6.00 per share for aggregate gross proceeds of $5,000,000. The Company is committed to spend the proceeds from this flow-through private placement on qualifying Canadian exploration activities prior to December 31, 2007.

EX-3 5 exhibit3.htm Management's Discussion and Analysis

Cumberland Resources Ltd.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

For the three month period ended March 31, 2006

INTRODUCTION

This Management Discussion and Analysis (“MD&A”) provides a detailed analysis of the business of Cumberland Resources Ltd. (“Cumberland” or the “Company”) and compares its financial results for the three month period ended March 31, 2006 to the same period in the previous year. This MD&A should be read in conjunction with the Company’s annual MD&A for the year-ended December 31, 2005 and the Company’s unaudited interim consolidated financial statements for the three month period ended March 31, 2006. The Company’s reporting currency is the Canadian dollar and all amounts in this MD&A are expressed in Canadian dollars. The Company reports its financial position, results of operations and cash-flows in accordance with Canadian generally accepted accounting principles. This MD&A is made as of May 3, 2006.

This MD&A contains certain statements which may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 of the United States. Forward-looking statements include, but are not limited to, statements regarding mine development programs, mineral resource estimates and statements that describe the Company’s future plans, objectives or goals. Forward-looking statements involve various known and unknown risks and uncertainties, which may cause actual results, performance and achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such statements. As a result, readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of their respective dates. Important factors that could cause actual results to differ materially from the Company’s ex pectations include results of mine permitting activities, future gold prices, future prices of fuel, steel and other construction items, as well as other risk factors described under the heading “Risk Factors” in the Company’s most recent Annual Information Form.

Additional information relating to Cumberland, including the Company’s Annual Information Form, is available on SEDAR at www.sedar.com.

Table of Contents

Summary of Recent Activities and Business Outlook

Review of Financial Results

Liquidity and Capital Resources

Financial Outlook

Disclosure of Outstanding Share Data

1. SUMMARY OF RECENT ACTIVITIES AND BUSINESS OUTLOOK

In 2005, the Company completed a bankable feasibility study (“Study”) on the Company’s 100% owned Meadowbank Gold Project, located in Nunavut, Canada. The Study outlines a conventional open pit gold mine with a mine life of 8.1 years and proven and probable reserves of 2.9 million ounces. The Company is currently in the process of securing the requisite mine permitting to allow a production decision.

In December 2005, bank-appointed independent engineers SRK Consulting (UK) Limited (“SRK”) completed a due diligence audit of the Study. The Company updated the Feasibility Study financial model for the findings of the SRK audit and announced improvements to the project’s economics in December 2005. The financial projections assume a long term gold price of US$400/oz., an exchange rate of US$0.75 per Cdn$1.00, and full equity financing.

Meadowbank Gold Project (December 2005 update)*

(assuming US$400/oz. gold, and US$0.75 per Cdn$1.00)

Open Pit Mineral Reserve (Proven & Probable)**	2,890,000 ounces
Average Life of Mine Recovery Rate	93.2%
Mine Life	8.1 years
Average Annual Production Rate Years 1 to 4 Life of Mine	400,000 ounces 330,000 ounces
Total Cash Cost per Oz. Years 1 to 4 Life of Mine	US$175 US$201
Pre-tax Net Present Value @ 0% After-tax Net Present Value @ 0%	US$243 million US$155 million
Pre-tax Internal Rate of Return After-tax Internal Rate of Return	17.6% 12.8%
Pre-production Capital Costs	$313 million
Payback Period	3.8 years

Cautionary Note to U.S. Investors concerning estimates of Proven and Probable Reserves - The estimates of mineral reserves described in this MD&A have been prepared in accordance with Canadian National Instrument 43-101. The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in SEC Guide 7. Accordingly, the Company’s disclosure of mineral reserves in this MD&A may not be comparable to information from U.S. companies subject to the SEC’s reporting and disclosure requirements.

* Meadowbank Feasibility Study Due Diligence (December 2005) – As a requirement of bank financing, bank-appointed independent engineers SRK completed a due diligence audit of the Meadowbank feasibility study completed in early 2005 by AMEC Americas Ltd. (“AMEC”). The results from the feasibility study by AMEC are summarized in a Technical Report, dated March 31, 2005, prepared by AMEC in accordance with the Standards of Disclosure for Mineral Projects as defined by National Instrument 43-101. Construction scheduling and capital cost estimation has been prepared by Merit International Consultants Inc. (“Merit”). Metallurgical and process test work was completed by SGS Lakefield Research Ltd. Process design was completed by International Metallurgical and Environmental Inc. and AMEC. Supporting geotechnical engineering, hydrogeological and geochemical studies were completed by Golde r Associates Ltd. (“Golder”). Both the SRK and AMEC assumptions include a long term gold price of US$400/oz. and an exchange rate of US$0.75 per Cdn$1.00.

** Meadowbank Gold Reserves (First Quarter 2005) - The open pit mineral reserves have been prepared in accordance with NI 43-101. Dr. Mike Armitage, Managing Director of SRK (the bank appointed independent engineer) is the independent Qualified Person responsible for preparation of stated reserves.

2006 exploration program

The Company has planned a $3.9 million exploration program for 2006. The two phased exploration program, which includes approximately 9,000 metres of diamond drilling, will focus on increasing gold resources and reserves at the recently discovered Cannu zone and exploring other targets along the 25 kilometre Meadowbank gold trend. The drilling program commenced in April 2006.

Permitting and development schedule

The development of the Meadowbank Project is being reviewed by the Nunavut Impact Review Board (“NIRB”) as provided under the Nunavut Land Claims Agreement. During the week of March 27, 2006 the Company participated in the final hearings for the NIRB’s review process. On April 25, 2006 the Company announced that the NIRB has requested further information from the Company with respect to three aspects of the project including, certain aspects of the proposed conventional access road, certain socio-economic impacts and questions resulting from consultations with Chesterfield Inlet residents. The Company will respond to the NIRB’s information request during the second quarter of 2006. After completing its review, the NIRB will submit its recommendation and report to the Federal Minister of Indian and Northern Affairs, for final approval of the project certificate. Due to the additional time required to respond to the NIRB and the constraints of the limited summer shipping season (mid-July to late September), the Company’s planned construction activities for 2006 could be delayed. Depending on receipt of permits and licences, mining operations could commence in late 2008 or early 2009.

Inuit Impact Benefit Agreement

In February 2006, the Company and the Kivalliq Inuit Association announced that they had reached an agreement with respect to an Inuit Impact Benefit Agreement (“IIBA”) for the Meadowbank project. This agreement is subject to ministerial approval. The IIBA will ensure that local employment, training and business opportunities arising from all phases of the project are accessible to the Kivalliq Inuit. The IIBA also outlines the special considerations and compensation that Cumberland will provide for Inuit regarding traditional, social and cultural matters.

Financing activities

In March 2006, a wholly-owned subsidiary of the Company secured a commitment from a group of banks to arrange and underwrite a seven-year limited recourse gold loan facility for up to 420,000 ounces. At a Cdn$600 per ounce gold price, the monetized value of the gold loan would be approximately Cdn$250 million. The bank commitment and the Company’s ability to draw down under the facility are subject to the satisfaction of certain conditions, including, among other things, the Company securing all requisite regulatory permits and licences and the completion of final loan documentation. The first draw down under the debt facility is expected by mid-2007. The proceeds from this gold loan facility would be applied to partially finance the development and construction activities at the Meadowbank Gold Project.

On April 12, 2006, the Company closed a non-brokered private placement of 833,333 flow-through common shares at a price of $6.00 per share for aggregate gross proceeds of $5,000,000. These proceeds will be used for continued exploration of the Meadowbank gold project and on other eligible properties.

Meliadine Property Interests

On January 1, 2006, the Company received a $1.5 million option payment from Comaplex Minerals Corp. (Comaplex) with respect to its 22% interest (carried to production) in the Meliadine West Gold Project. The Company is entitled to receive an annual option payment of $1.5 million (plus an inflation adjustment) from Comaplex every year until commercial production is achieved at the Meliadine West Gold Project.

2. REVIEW OF FINANCIAL RESULTS

a) Critical Accounting Policies and Estimates

The Company’s significant accounting policies are disclosed in Note 2 of the Company’s consolidated annual financial statements for the year ended December 31, 2005. Other than the accounting policy changes described below in Section 2(b), there have been no changes to the Company’s significant accounting policies in 2006.

The following is a discussion of the critical accounting policies and estimates which management believes are important for an understanding of the Company’s financial results:

Exploration and development of mineral property interests

Exploration costs are expensed as incurred. Development costs are expensed until it has been established that a mineral deposit is commercially mineable and a production decision has been made by the Company to implement a mining plan and develop a mine, at which point the costs subsequently incurred to develop the mine on the property prior to the start of mining operations are capitalized.

The Company has not yet made a production decision to develop a mine on any of its mineral properties and therefore all development costs were expensed in the first three months of 2006.

The Company capitalizes the cost of acquiring mineral property interests, including undeveloped mineral property interests, until the viability of the mineral interest is determined. Capitalized acquisition costs are expensed if it is determined that the mineral property has no future economic value. Exploration stage mineral interests represent interests in properties that are believed to potentially contain (i) other mineralized material such as measured, indicated or inferred resources with insufficient drill hole spacing to qualify as proven and probable mineral reserves and (ii) other mine-related or greenfield exploration potential that are not an immediate part of measured or indicated resources. The Company’s mineral rights are generally enforceable regardless of whether proven and probable reserves have been established. The Company has the ability and intent to renew mineral rights where the existing term is not sufficient to recover undeveloped mineral interests.

Capitalized amounts (including capitalized development costs) are also written down if future cash flows, including potential sales proceeds, related to the mineral property are estimated to be less than the property’s total carrying value. Management of the Company reviews the carrying value of each mineral property periodically, and whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Reductions in the carrying value of a property would be recorded to the extent that the total carrying value of the mineral property exceeds its estimated fair value. No write downs of mineral property interests were recorded in the first three months of 2006.

Site closure costs

Accrued site closure costs relate to the Company’s legal obligation to remove exploration equipment and other assets from it’s mineral property sites in Nunavut and to perform other site reclamation work. Although the timing and amount of future site restoration costs to be incurred for existing exploration interests is uncertain, the Company has estimated the fair value of this liability to be $485,842 at March 31, 2006 based on the expected payments of $1,168,526 to be made primarily in 2017, discounted at interest rates of 8.5% or 10.0% per annum. Future changes in the assumed timing and amount of site restoration costs, or in the discount rate, could have a material impact on the Company’s recorded obligation for site closure costs.

Accounting for stock-based compensation

The Company accounts for stock-based compensation, including stock options and warrants granted to employees, directors and consultants, under the fair value based method. The fair value of the stock options and warrants is calculated at the date of grant and then amortized over the vesting period. The Company uses a Black-Scholes option pricing model to estimate the fair value of stock options and warrants. This model is subject to various assumptions including the expected life of the option and the volatility of the Company’s share price. The Company relies primarily on historical information as the basis for these assumptions.

b) Changes in Accounting Policies

Financial Instruments – Recognition and Measurement (Section 3855)

Comprehensive Income (Section 1530)

Hedges (Section 3865)

c) Results of Operations

Three month period ended March 31, 2006 compared to 2005

The Company had no operating revenues in the first quarter of 2006 or 2005, as it had not commenced mining operations.

In January 2006, the Company received a $1.5 million annual option payment from the operator of the Meliadine West joint venture in accordance with the option agreement signed in 1995. The annual option payment received in January 2005 was $0.5 million. The Company earned interest revenue of $0.2 million in the first quarter of 2006 which is consistent with the first quarter in 2005, as the lower cash balances were offset by higher interest rates in the current year. The gain on sale of investment in a public company of $0.6 million in the first quarter of 2005 related to sales of shares in Eurozinc Mining Corpoartion. All of the remaining shares in this investment were sold in 2005.

Other expenses for the first quarter of 2006, including general and administrative and corporate expenses, increased to $1.1 million from $0.6 million in the first quarter of 2005. This increase primarily related to $0.4 million of project financing costs for pre-arranging advisory services related to debt financing for the Meadowbank project.

Stock-based compensation expense decreased to $0.03 million in the first quarter of 2006 from $0.09 million in the first quarter of 2005, as fewer options were vesting during the first quarter of the current year.

d) Summary of Quarterly Results

The table below sets out the quarterly results, expressed in thousands of Canadian dollars, for the past eight quarters:

	2006	2005					2004
	First	Fourth	Third	Second	First	Fourth		Third	Second

Option receipts	1,500,000	-	-	-	500,000	-		-	-
Other income	223,801	207,563	478,239	358,457	860,459	354,885		303,512	732,859

Exploration and development costs	(1,609,739)	(1,799,989)	(2,191,953)	(2,572,390)	(1,103,617)	(939,069)		(2,125,327)	(3,937,040)
Stock-based compensation	(33,062)	(33,062)	(52,804)	(939,518)	(92,287)	(194,272)		(1,276,206)	(204,845)
Other expenses	(1,124,425)	(1,050,676)	(944,328)	(699,087)	(617,044)	(557,591)		(554,831)	(760,328)

Net loss	(1,043,425)	(2,676,164)	(2,710,846)	(3,852,538)	(452,489)	(1,336,047)		(3,652,852)	(4,169,354)
Net loss per share	(0.02)	(0.05)	(0.05)	(0.07)	(0.01)	(0.02)		(0.07)	(0.08)

The majority of exploration costs are incurred in the second and third quarters of the fiscal year due to the seasonal weather conditions in Nunavut Territory. Option receipts are received from the operator of the Meliadine West joint venture in the first quarter.

3. LIQUIDITY AND CAPITAL RESOURCES

The Company’s principal source of cash during the first three months of 2006 was the $1.5 million annual option receipt from the operator of the Meliadine West joint venture. The Company also earned interest income of $0.2 million and received $0.4 million of cash from the issuance of common shares for exercised stock options. The Company has not yet commenced mining operations and consequently has no other internal sources of cash.

At March 31, 2006 the Company had cash and cash equivalents of $27.6 million (December 31, 2005 - $27.9 million). The majority of this amount is invested in highly liquid Canadian dollar denominated investments in banker’s acceptances with maturities through April 25, 2006. The counter-parties are financial institutions. At March 31, 2006, these instruments were yielding a weighted average interest rate of 3.5% per annum (at December 31, 2005 – 3.0% per annum).

In the first three months of 2006, the Company used net cash of $0.4 million in operating activities. This net use of cash primarily related to Meadowbank exploration and development costs and other corporate costs, which were partially offset by the option receipt and interest income.

At March 31, 2006 the Company had working capital of $27.0 million as compared to $27.5 million at December 31, 2005. On April 12, 2006 the Company closed a non-brokered private placement of 833,333 flow-through common shares at a price of $6.00 per share for aggregate gross proceeds of $5.0 million.

Commitments and contractual obligations

The Company has estimated future costs of $1.2 million (December 31, 2005 - $1.2 million) to be incurred primarily in 2017 related to the Company’s legal obligation to remove exploration equipment and other assets from its mineral property sites in Nunavut and to perform other site reclamation work. The estimated fair value of this future obligation is accrued as a liability on the Company’s balance sheet in the amount of $0.5 million as at March 31, 2006.

The Company has employment agreements in place with various key employees which establish compensatory terms, including annual salary, employee benefit entitlements and termination benefits. Five of these agreements also provide for the payment of specific bonus amounts should certain financial and operating milestones with respect to the Meadowbank Project be attained in the future. As at March 31, 2006, the estimated contingent payment with respect to such bonuses is approximately $1.8 million, none of which has been accrued.

The Company did not enter into any significant new operating or capital lease agreements in the first three months of 2006. The Company has a contingent loan balance of approximately $17.9 million at March 31, 2006 (December 31, 2005 - $17.2 million). This loan will be repaid only if commercial production at Meliadine West is achieved and will be paid only out of production cash flow (as defined in the joint venture agreement).

4. FINANCIAL OUTLOOK

The outlook for the Company is dependent on the successful permitting, development and exploitation of the Meadowbank Gold Project. Assuming that all required approvals are received and a final production decision is made by the Company with respect to Meadowbank, substantial long-term financing would be required to develop and construct the property. The estimated initial capital costs for the Meadowbank project are $313 million, excluding working capital, capitalized financing costs and any costs associated with cost overrun security required as a condition of bank financing. The Company anticipates that financing would be derived from a combination of debt and equity financing.

A wholly-owned subsidiary of the Company has secured a commitment from a group of banks to arrange and underwrite a seven-year limited recourse gold loan facility for up to 420,000 ounces. The bank commitment and the Company’s ability to draw down under the facility are subject to the satisfaction of certain conditions, including, among other things, the Company securing all requisite regulatory permits and licences and the completion of final loan documentation. The first draw down under the debt facility is expected by mid-2007. The proceeds realized from this project debt facility will finance a significant portion of the development and construction activities at the Meadowbank Gold Project. The amount of additional equity that the Company may be required to raise has yet to be determined and will depend on a number of factors, including i) the amount of cash the Company has on hand, ii) the amount of any project capital assi stance that the Company may be able to secure from government sources and iii) proceeds realized from any incremental subordinated indebtedness that the Company may raise in the future.

The ultimate success of Meadowbank will be dependent on, among other factors, the actual capital and operating costs of the project, the U.S. dollar price of gold as well as the U.S. dollar currency exchange rate relative to the Canadian dollar. In addition, if the Company partially finances the development of Meadowbank with long-term debt financing, the Company’s future profitability may be sensitive to market interest rates.

The Company has planned a $3.9 million exploration program at Meadowbank in 2006. In addition, the Company expects to incur approximately $5.7 million on other Meadowbank project development activities in 2006 and $3.1 million on general and administrative, project financing and other corporate expenditures. The Company will be able to fund these expenditures from its existing cash balances.

5. DISCLOSURE OF OUTSTANDING SHARE DATA

The following is a summary of changes in outstanding shares, stock options and warrants since March 31, 2006:

	Common shares outstanding	Stock options outstanding	Warrants outstanding	Share capital $
Balance, March 31, 2006	55,380,941	3,830,000	250,000	113,283,864
Issuance of common shares	833,333	-	-	5,000,000
Stock options exercised	142,000	(142,000)	-	573,721
Stock options granted	-	40,000	-	-
Balance, May 3, 2006	56,356,274	3,728,000	250,000	118,857,585

EX-4 6 exhibit4.htm Ceo Certification

Form 52-109F2

Certification of Interim Filings

I, Kerry M. Curtis, President and Chief Executive Officer of Cumberland Resources Ltd., certify that:

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings), of Cumberland Resources Ltd. (the “issuer”) for the interim period ending March 31, 2006;

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings;

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared.

Date: May 3, 2006

/s/ Kerry M. Curtis

Kerry M. Curtis

President and Chief Executive Officer

EX-5 7 exhibit5.htm Cfo Certification

Form 52-109F2

Certification of Interim Filings

I, Michael L. Carroll, Senior Vice President, Chief Financial Officer and Corporate Secretary of Cumberland Resources Ltd., certify that:

Date: May 3, 2006

/s/ Michael L. Carroll

Michael L. Carroll

Senior Vice President, Chief Financial Officer and Corporate Secretary

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1	News Release 06-10 - May 04, 2006
2	Interim Consolidated Financial Statements for the period ended March 31, 2006
3	Management's Discussion and Analysis - March 31, 2006
4	CEO Certification
5	CFO Certification